Since 1928, the Voting Trust has been an important mechanism for preserving and sustaining Graybar’s employee ownership.
By law, Graybar’s Voting Trust Agreement must be renewed at least once every ten years. With the current Voting Trust Agreement approaching expiration, Graybar shareholders can now elect to place their shares in the 2026 Voting Trust.
The Voting Trust is focused on protecting our core values, including Employee Ownership, and making decisions that are best for the Company over the long term. By having a Voting Trust, our leadership team can prioritize long-term success over short-term gains. We don’t have to react to short-term fluctuations in stock price like public companies do or worry about interference from outside parties who may not be aligned with our values. We believe our unique culture has been key to our long-term success and the financial benefits we’ve all enjoyed, and we want to keep this structure intact.
Graybar’s Voting Trust helps to ensure Graybar’s unique structure is preserved for the benefit of all employees and retirees.
The Voting Trust is comprised of four trustees, all of whom are senior leaders at Graybar and actively engaged in overseeing the business. Each trustee shares a stake in the Company’s success and is committed to doing what’s right for all our employee-owners.
The Voting Trust must be renewed at least every 10 years, at which point all shareholders can voluntarily place their shares in the trust for up to the next 10 years. During the last renewal in 2017, more than 80% of Graybar’s shares were placed in the Voting Trust. With more than 7,500 individual shareholders, the Voting Trust provides us with a simple, practical way to get things done.
It’s unclear as we’ve enjoyed the benefits of a Voting Trust since 1929. Right now, the Voting Trust ensures we take a long-term view. Without the Trust, there’s no guarantee our current culture and stability would be maintained. The Voting Trust also ensures that all shares in the trust are voted in a consistent and efficient manner.
Shareholders are asked to respond by March 6, 2026.
You can place your shares in the 2026 Voting Trust online, by phone or through the mail.
Online
Visit http://www.planenrollments.com/votingtrust. You will need your shareholder ID number (located on the mailing guide) to process your request online.
Online
Call 1-855-708-9771. Be sure you have your shareholder ID number (located on the mailing guide) ready when you call.
Mail
Sign and mail the Power of Attorney form provided in your mailing guide, using the enclosed prepaid envelope.
Shares in the current Voting Trust do not automatically roll over. If you wish to place your shares in the 2026 Voting Trust, you must opt in by responding “yes” online, by phone or by mail.
All shareholders are asked to respond. If you do not respond or if you respond “no,” your shares will not be placed in the Voting Trust, and you will be a common shareholder.
Common shareholders may attend the annual shareholder meeting to vote their shares.
Yes. The agreements are essentially the same.
Placing your shares in the Voting Trust has no economic impact on you as a shareholder. You will continue to own your shares and receive cash and stock dividends as you do today. You also retain the right to sell your shares to the company.
If you have questions after reading the Prospectus, please contact: